[SCHEDULE 13G/A] Surgery Partners, Inc. SEC Filing

Rhea-AI Filing Summary

Schedule 13G/A (Amendment No. 2) – Surgery Partners, Inc. (SGRY)

Janus Henderson Group plc ("JHG") filed an amended Schedule 13G on 06/30/2025 reporting its beneficial ownership of Surgery Partners common stock. The filing, signed 07/07/2025, shows JHG and its investment-adviser subsidiaries collectively hold 12,954,916 shares, representing 10.1 % of the outstanding class. All voting and dispositive authority over these shares is reported as shared; JHG claims no sole power.

The Janus Henderson Contrarian Fund, a Massachusetts-organized investment vehicle within the JHG complex, is listed separately with 11,678,754 shares, or 9.1 % of the class, also entirely under shared voting and dispositive power.

• Reporting persons: Janus Henderson Group plc; Janus Henderson Contrarian Fund
• Total beneficial ownership (JHG): 12.95 million shares
• Ownership percentage: 10.1 %
• Event date: 06/30/2025
• Certification: Shares acquired & held in the ordinary course; no intent to influence control

Crossing the 10 % threshold makes JHG one of SGRY’s largest passive institutional shareholders and subjects it to ongoing reporting under Section 13(d). The filing contains no indication of activist intentions or transactions beyond the reported holdings.

Positive

• Janus Henderson Group plc now holds 10.1 % of SGRY, signalling substantial institutional confidence in the company.
• All powers are reported as shared and passive, reducing the likelihood of activist interference.

Negative

• None.

Insights

Equity Portfolio Manager

TL;DR: Janus Henderson now controls 10.1 % of SGRY, signalling solid institutional support without activist overhang.

Holding 12.95 million shares, Janus Henderson becomes a top shareholder in Surgery Partners. Because all authority is shared and the certification states a passive intent, the risk of near-term governance disruption is low. Large institutional stakes can enhance liquidity and, in some cases, reduce volatility. Investors may view the position as a vote of confidence in SGRY’s fundamentals, especially given that the Contrarian Fund alone owns 9.1 %. However, the filing does not disclose purchase prices or timing, so it is impossible to gauge cost basis or performance impact. Overall, the disclosure is modestly positive: it broadens the shareholder base with a reputable asset manager and highlights that over 10 % of shares are in long-term, professionally managed hands.

Corporate Governance Analyst

TL;DR: Passive 10 % stake triggers disclosure duties but no control intent; governance implications minimal.

The amendment simply updates share counts and confirms JHG’s passive status. Because voting and dispositive powers are shared among investment-adviser subsidiaries—and not exercised to influence corporate actions—the filing should not alter board dynamics. Nonetheless, concentration risk rises slightly: a single asset-manager group now exceeds the 10 % threshold, meaning any significant exit could pressure the stock. Absent further context, I view the governance impact as neutral.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 2)

SURGERY PARTNERS, INC.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

86881A100

(CUSIP Number)

06/30/2025

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

Rule 13d-1(b)

Rule 13d-1(c)

Rule 13d-1(d)

SCHEDULE 13G

CUSIP No. 86881A100

1

Names of Reporting Persons

JANUS HENDERSON GROUP PLC

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

JERSEY

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 12,954,916.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 12,954,916.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

12,954,916.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

10.1 %

12

Type of Reporting Person (See Instructions)

IA, HC

SCHEDULE 13G

CUSIP No. 86881A100

1

Names of Reporting Persons

Janus Henderson Contrarian Fund

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

MASSACHUSETTS

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 11,678,754.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 11,678,754.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

11,678,754.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

9.1 %

12

Type of Reporting Person (See Instructions)

IV

SCHEDULE 13G

Item 1.
(a)	Name of issuer: SURGERY PARTNERS, INC.
(b)	Address of issuer's principal executive offices: 310 SEVEN SPRINGS WAY, SUITE 500 BRENTWOOD, TN 37027
Item 2.
(a)	Name of person filing: Janus Henderson Group plc
(b)	Address or principal business office or, if none, residence: 201 Bishopsgate EC2M 3AE, United Kingdom
(c)	Citizenship: Y9
(d)	Title of class of securities: Common Stock
(e)	CUSIP No.: 86881A100
Item 3.	If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)	An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)	An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)	A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)	A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution:
(k)	Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.	Ownership
(a)	Amount beneficially owned: JHIUS may be deemed to be the beneficial owner of 12,924,294 shares
(b)	Percent of class: 10.1 %
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: 0
	(ii) Shared power to vote or to direct the vote: 12924294
	(iii) Sole power to dispose or to direct the disposition of: 0
	(iv) Shared power to dispose or to direct the disposition of: 12924294
Item 5.	Ownership of 5 Percent or Less of a Class.
Item 6.	Ownership of more than 5 Percent on Behalf of Another Person.
	If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required. N/A
Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
	If a parent holding company has filed this schedule, pursuant to Rule 13d-1(b)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the identity and the Item 3 classification of the relevant subsidiary. If a parent holding company has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identification of the relevant subsidiary. JHIUS, JHIUKL and JHIAIFML are indirect subsidiaries of Janus Henderson and are registered investment advisers furnishing investment advice to Managed Portfolios.
Item 8.	Identification and Classification of Members of the Group.
	If a group has filed this schedule pursuant to §240.13d-1(b)(1)(ii)(J), so indicate under Item 3(j) and attach an exhibit stating the identity and Item 3 classification of each member of the group. If a group has filed this schedule pursuant to §240.13d-1(c) or §240.13d-1(d), attach an exhibit stating the identity of each member of the group. N/A
Item 9.	Notice of Dissolution of Group.
	Notice of dissolution of a group may be furnished as an exhibit stating the date of the dissolution and that all further filings with respect to transactions in the security reported on will be filed, if required, by members of the group, in their individual capacity. See Item 5. N/A

Item 10.

Certifications:

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

JANUS HENDERSON GROUP PLC

Signature:	Kristin Mariani
Name/Title:	Head of North America Compliance, CCO
Date:	07/07/2025

Janus Henderson Contrarian Fund

Signature:	Kristin Mariani
Name/Title:	Head of North America Compliance, CCO
Date:	07/07/2025

Exhibit Information

POWER OF ATTORNEY The undersigned, Janus Henderson Group plc ("the Company"), does hereby make, constitute and appoint each of Kristin Mariani and Caroline Barotti acting severally, as its true and lawful attorneys in-fact, for the purpose of, from time to time, executing in its name and on its behalf, whether the Company individually or as representative of others, any and all documents, certificates, instruments, statements, other filings and amendments to the foregoing (collectively, "documents") determined by such person to be necessary or appropriate to comply with ownership or control-person reporting requirements imposed by any United States or non-United States governmental or regulatory authority, including, without limitation, Forms 13D, 13F, 13G and 13H and any amendments to any of the foregoing as may be required to be filed with the Securities and Exchange Commission, and delivering, furnishing or filing any such documents with the appropriate governmental, regulatory authority or other person, and giving and granting to each such attorney-in-fact power and authority to act in the premises as fully and to all intents and purposes as the Company might or could do if personally present by one of its authorized signatories, hereby ratifying and confirming all that said attorney-in-fact shall lawfully do or cause to be done by virtue hereof. Any such determination by an attorney-in-fact named herein shall be conclusively evidenced by such person's execution, delivery, furnishing or filing of the applicable document. This power of attorney shall be valid from the date hereof and shall remain in full force and effect until either revoked in writing by the Company, or, in respect of any attorney-in-fact named herein, until such person ceases to be an employee of the Company or one of its affiliates. IN WITNESS WHEREOF, the undersigned has caused this power of attorney to be executed as of this 9th day of December, 2022. Janus Henderson Group plc By: /s/ Michelle Rosenberg Name: Michelle Rosenberg Title: General Counsel and Company Secretary

FAQ

How many Surgery Partners (SGRY) shares does Janus Henderson own?

The filing shows 12,954,916 common shares are beneficially owned by Janus Henderson Group plc.

What percentage of SGRY’s outstanding stock is held by Janus Henderson?

Janus Henderson’s stake represents 10.1 % of the outstanding common shares.

Does Janus Henderson have sole or shared voting power over its SGRY shares?

The group reports 0 shares with sole voting power and 12,954,916 shares with shared voting power.

Who signed the Schedule 13G/A for Janus Henderson?

The document was signed by Kristin Mariani, Head of North America Compliance & CCO, on 07/07/2025.

Why was an amended Schedule 13G filed?

The amendment reflects ownership as of 06/30/2025, showing Janus Henderson’s holdings exceed the 10 % disclosure threshold.